THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL
OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
CONVERSION
AGREEMENT
THIS CONVERSION AGREEMENT (the “
Agreement ”), dated as of May 5, 2009 is
made by and between Sanswire Corp., a Delaware corporation (“
Company ”), and Rocky Mtn. Advisors Corp, a Nevada
corporation (“ Consultant ”).
WHEREAS, the Company owes Consultant
Fees in arrears representing the time period from October 19, 2007
to April 9, 2009 for a total of $185,387.18 (the “
Fees ”); and
WHEREAS, the Company and the
Consultant wish to convert $185,387.18 of the Fees (the
“ Conversion Fees ”) into Series E Preferred
Stock, par value $0.001 per share (“ Preferred Stock
”), of the Company, which rights and preferences are set
forth in that certain Statement of Designation, Powers, Preferences
and Rights of Series E Preferred Stock attached hereto as
Exhibit A ;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge the parties agree as follows:
1. Conversion Fees . The
Company and Consultant hereby agree that Conversion Fees shall
convert into 29,615 shares of the Company’s Preferred Stock
(“ Conversion Shares ”).
2. Closing . Closing shall
occur upon execution of this Agreement by both
parties. Within ten (10) business days of Closing, the
Company shall deliver a certificate representing the Conversion
Shares to Consultant.
3. Further Assurances . In
connection with the Conversion Fees, the Consultant, by entering
into this Conversion Agreement, agrees to execute all agreements
and other documents as reasonably requested by the
Company.
4. Consultant Representations and
Warranties and Covenants . The Consultant represents, warrants
and covenants to the Company as follows:
a. No Registration . The
Consultant understands that the Conversion Shares, nor the shares
of common stock issuable upon conversion of the Conversion Shares
(the “ Common Shares ”) have not been, and will
not be, registered under the Securities Act of 1933, as amended
(the “ Securities Act ”) by reason of a specific
exemption from the registration provisions of the Securities Act,
the availability of which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of such
Consultant’s representations as expressed herein or otherwise
made pursuant hereto.
b. Investment Intent . The Consultant is
acquiring the Conversion Shares for investment for his own account,
not as a nominee or agent, and not with the view to, or for resale
in connection with, any distribution thereof, and such Consultant
has no present intention of selling, granting any participation in,
or otherwise distributing the same. The Consultant further
represents that it will not violate the Securities Act and does not
have any contract, undertaking, agreement or arrangement with any
person or entity to sell, transfer or grant participation to such
person or entity or to any third person or entity with respect to
the Conversion Shares.
c. Investment Experience . The Consultant
has substantial experience in evaluating and investing in private
placement transactions of securities in companies similar to the
Company and acknowledges that the Consultant can protect its own
interests. The Consultant has such knowledge and experience in
financial and business matters so that such Consultant is capable
of evaluating the merits and risks of its investment in the
Company.
d. Speculative Nature of Investment .
Such Consultant understands and acknowledges that the Company has a
limited financial and operating history and that an investment in
the Company is highly speculative and involves substantial risks.
Such Consultant can bear the economic risk of such
Consultant’s investment and is able, without impairing such
Consultant’s financial condition, to hold the Conversion
Shares for an indefinite period of time and to suffer a complete
loss of such Consultant’s investment.
e. Accredited Investor . The Consultant
is an “accredited investor’ within the meaning of
Regulation D, Rule 50 1(a), promulgated by the Securitie
